CBS wraps oversubscribed tender offer for up to $500 million of notes

By Susanna Moon

Chicago, April 27 - CBS Corp. said investors tendered $642,662,000, or 35.9%, of its three series of notes in the cash tender offer for up to $500 million principal amount of the notes.

The breakdown is as follows for notes tendered as of midnight ET on April 26, the offer deadline:

• $441,456,000, or 46.47%, of the $950 million of 6.625% senior notes due 2011;

• $42,629,000, or 17.08%, of the $249.62 million of 8.625% debentures due 2012; and

• $158,577,000, or 26.85%, of the $590.5 million of 5.625% senior notes due 2012.

The notes are listed in order of priority acceptance level. Investors had tendered $618,415,000 principal amount of notes by 5 p.m. ET on April 12, 2010, the early tender date.

CBS noted that the total amount of notes tendered exceeded the offer maximum and that the amount of 6.625% notes tendered exceeded the sublimit cap of $400 million.

As a result, CBS has accepted for purchase $400 million principal amount of 6.625% notes, $42,629,000 principal amount of 8.625% debentures and $57,371,000 principal amount of 5.625% notes.

The amount of notes accepted for purchase in acceptance priority levels 1 and 3 have been prorated by a proration factor of about 90.61% and 36.18%, respectively.

The company also will pay accrued interest up to the settlement date of April 28.

As previously noted, the company will pay $1,026.52 per $1,000 principal amount for the 6.625% notes, $1,103.52 for the 8.625% debentures and $1,040.37 for the 5.625% notes.

The company also will pay a $30 premium for notes tendered by 5 p.m. ET on April 12, the early tender deadline.

Deutsche Bank Securities Inc. (866 627-0391), Morgan Stanley & Co. Inc. (800 624-1808), RBS Securities Inc. (877 297-9832), Bank of America Merrill Lynch (888 292-0070) and UBS Investment Bank (888 719-4210) are the dealer managers.

Deutsche Bank Trust Co. Americas is the depositary, and D.F. King & Co., Inc. (888 567-1626) is the information agent.

The mass media company is based in New York.

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